PERFECTCALL INC.

Terms of Sale, Access, and License

These Terms apply to all transactions unless subject to a separate written agreement signed by both parties.

1. DEFINITIONS

"System"

means the combination of PerfectCall hardware, software, wireless network access, and services provided to enable communication and coordination for amateur and professional sports teams.

"Hardware"

means the wearable player devices, coach's devices, hubs and any related equipment provided by PerfectCall.

"Accessories"

means items such as chargers, cases, cables, and straps that are sold and not subject to return.

"Subscription"

means the paid license to access and use the PerfectCall System during a defined term.

"Coaching Data"

means play calls, pitch sequences, lineups, tactical data, and team notes generated by Customer.

"Aggregate Data"

means de-identified and anonymized data compiled by PerfectCall for product development or research.

"Enhancements"

means updates, fixes, or improvements to the PerfectCall System made available at our discretion.

"End User"

means any player, coach, staff, or agent authorized by Customer to access or use the System.

"Customer"

means the individual or entity finalizing an Order, and where applicable, includes any educational institution, amateur sports organization, booster club, or team on whose behalf such individual is authorized to act.

"Order"

means a purchase order, online order form, or other written request submitted by Customer to purchase or subscribe to the PerfectCall System.

"Software"

means the proprietary software applications, firmware, and digital components that operate the PerfectCall System.

2. TITLE, LICENSE, AND OWNERSHIP

2.1 Title to Hardware

Unless explicitly agreed otherwise in a separate written and signed agreement, all right, title, and interest in and to the Hardware provided by PerfectCall shall remain vested solely with PerfectCall. No sale or transfer of ownership of such Hardware is implied or granted under this Agreement. Customer acknowledges that it is acquiring only a limited right to possess and use the Hardware under the terms of this Agreement and subject to a valid and active Subscription. Upon termination, expiration, or non-renewal of the Subscription, all Hardware must be returned to PerfectCall in accordance with Section 3.3. Customer shall bear all risk of loss, theft, or damage (except ordinary wear and tear) while the Hardware is in its possession or control. In the event of non-return, Customer agrees to pay the applicable non-return fees defined herein.

2.2 Accessories Ownership

Accessories included in a System package or purchased separately, such as chargers, cables, and carrying cases, are deemed sold to and owned by Customer upon delivery. These items are non-returnable and are not subject to the return or licensing obligations applicable to the Hardware.

2.3 License to Use System and Software

Subject to full and timely payment of all applicable fees and compliance with this Agreement, PerfectCall grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the System, including the Software and related services, during the Subscription term solely for Customer's internal team use. This license is granted solely for use by Customer and its authorized End Users and may not be sublicensed, shared with third parties, or used for any commercial time-sharing or service bureau purposes.

2.4 Restrictions on Use

Customer shall not, and shall not permit any End User or third party to:

• Reverse engineer, decompile, disassemble, modify, or create derivative works of the Hardware, Software, or any part of the System;
• Remove, alter, or obscure any proprietary notices or labels on the Hardware or Software;
• Use the System in violation of applicable laws or regulations;
• Use the System in any manner that may damage, disable, or impair the System or interfere with any other party's use;
• Access or use the System for purposes of benchmarking, developing competing products or services, or any other competitive purpose;
• Transfer, lease, rent, sell, distribute, or otherwise make available the System or Software, except as expressly permitted herein.

2.5 Reservation of Rights

All rights not expressly granted to Customer in this Agreement are reserved by PerfectCall. No rights or licenses are granted by implication, estoppel, or otherwise. PerfectCall retains all intellectual property and proprietary rights in and to the System, Hardware, Software, Documentation, and Enhancements.

3. SUBSCRIPTION TERMS

3.1 Subscription Commencement and Duration

Each Subscription commences on the effective date specified in the Customer's purchase order ("Order") and, unless earlier terminated in accordance with this Agreement, shall continue for the period set forth in the Order ("Initial Term"). Subscriptions shall automatically renew for successive one (1) year periods (each a "Renewal Term") at PerfectCall's then-current rates unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

3.2 Fees and Payment Terms

All Subscription fees, including the one-time setup fee, must be paid in full in advance of the Initial Term. Customer shall also pay for any Accessories and any other charges detailed in the Order, including shipping and handling, applicable taxes, and import duties.

PerfectCall reserves the right to adjust pricing upon renewal, with advance notice to Customer. Any overdue balances shall accrue interest at the rate of 1.5% per month (or the maximum allowed by law, if lower), compounded monthly. Customer shall also be liable for all reasonable attorneys' fees and costs incurred in collection of unpaid amounts.

If a payment is declined or reversed for any reason, Customer agrees to pay a $350 administrative fee per incident. Repeated or unresolved payment failures may result in suspension or termination of the Subscription.

3.3 Non-Renewal and Return of Hardware

Upon expiration or non-renewal of the Subscription, Customer shall return all Hardware in good working condition (ordinary wear and tear excepted) within thirty (30) days of receiving a prepaid return label from PerfectCall. Failure to return Hardware within this period shall result in a non-return charge of $250 per unreturned device, which Customer hereby agrees is a fair estimate of damages.

Customer is solely responsible for ensuring that all Hardware is properly packaged and shipped using the method and label provided by PerfectCall. Risk of loss for returned Hardware remains with Customer until received and inspected by PerfectCall.

3.4 Early Termination by Customer

If Customer elects to terminate its Subscription prior to the end of the Initial Term or any Renewal Term, Customer shall remain liable for all Subscription fees that would have become due during the remainder of the term.

3.5 Termination for Breach

PerfectCall may terminate this Agreement immediately upon written notice to Customer if Customer materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of written notice. Upon such termination:

• All outstanding fees become immediately due and payable;
• Customer must return all Hardware within thirty (30) days;
• Access to the System shall be revoked.

3.6 Suspension of Services

PerfectCall reserves the right to suspend Customer's access to the System, including software and network services, in the event of:

• Late or failed payment;
• Suspected fraud or abuse;
• Violation of this Agreement;
• Threats to system integrity, network operations, or other customers.

Suspension does not relieve Customer of its payment obligations under this Agreement.

4. REFUND AND RETURN POLICY

4.1 Eligibility for Refund

Customer may request a refund for System packages within fourteen (14) calendar days of the shipment date (the "Refund Period"), provided the following conditions are met:

• The request is submitted in writing to PerfectCall within the Refund Period;
• All Hardware, Accessories, and packaging are returned in like-new condition, free from physical or cosmetic damage, and with all original components included;
• The return shipment uses the prepaid return label issued by PerfectCall and adheres to all packing instructions.

Upon receipt and inspection of returned items, PerfectCall will process an eligible refund to the original payment method within thirty (30) days. Returns that do not meet these criteria may be rejected or subject to restocking or damage fees. A refund under this Section voids the Subscription and all associated licenses. Customer's rights to access or use the System terminate immediately upon initiation of a refund request. If PerfectCall determines that Hardware has damage beyond ordinary wear and tear, PerfectCall may deduct from the refund an amount equal to the reasonable repair or refurbishment cost. Lost or unreturned Hardware is not eligible for refund and will incur the non-return fee in Section 3.3.

4.2 Restocking Fees and Usage Charges

Returns submitted after the Refund Period but within forty-five (45) days of shipment may be accepted at PerfectCall's sole discretion, subject to the following:

• A restocking fee of fifty percent (50%) of the original setup fees;
• Any applicable taxes and shipping costs will not be refunded.

Any return request received more than forty-five (45) days after shipment is not eligible for refund under any circumstances.

4.3 Cancellations and Deactivation Fees

Cancellations made after Subscription confirmation but prior to device delivery will incur a 15% administrative fee.

Confirmed renewals that are later canceled prior to payment, but after device usage begins, will incur a $400 deactivation fee per account.

4.4 Return of Hardware upon Termination

Upon termination, expiration, or non-renewal of a Subscription, Customer is required to return all licensed Hardware within thirty (30) days using the prepaid return label issued by PerfectCall. Returned Hardware must be:

• In good working order (excluding ordinary wear and tear);
• Accompanied by all included components and accessories;
• Properly packaged and shipped per return instructions.

Failure to comply will result in a $250 non-return fee per device, which Customer agrees represents a reasonable estimate of loss and cost.

4.5 Risk of Loss and Inspection

Customer assumes all risk of loss or damage during return transit until PerfectCall confirms safe receipt and inspection. If the Hardware is returned damaged beyond normal wear, additional fees may apply for repair or replacement, at PerfectCall's sole discretion.

4.6 No Refunds for Accessories

Accessories, including but not limited to chargers, straps, cables, and carrying cases, are final sale and not eligible for return or refund.

5. SUPPORT AND WARRANTY

5.1 Support Services

During the active Subscription term, and only while the account is in Good Standing (defined in §5.2.1), PerfectCall will provide remote technical support to the Customer, including:

• Troubleshooting of Hardware and Software functionality;
• Remote diagnostics and firmware updates;
• Instruction and assistance with configuration, setup, and operation of the System;
• Guidance on general usage and best practices.

Support is available during standard business hours as published by PerfectCall, and may be provided by email, phone, or other communication channels at PerfectCall's discretion. PerfectCall is not responsible for support related to third-party equipment, software, or networks not furnished by PerfectCall. PerfectCall may withhold support in cases of: (i) lapsed or delinquent payment; (ii) expired or inactive Subscription; (iii) misuse or unauthorized modification of the System; or (iv) use of unsupported devices or accessories.

5.2 Limited Hardware Warranty

5.2.1 Definitions

Player Devices:

PerfectCall-provided wearable devices intended to be worn exclusively by players during practices and games.

Coach Devices:

PerfectCall-provided handhelds or tablets intended for coaches' sideline/dugout use.

Hub:

The PerfectCall-provided radio link hardware that bridges the Coach's tablet and the Player Devices (e.g., "PerfectCall Hub").

Good Standing:

The account has maintained continuous Subscription coverage and is current on all fees for Products and Services without lapse.

5.2.2 Player Devices and Hub — Full-Coverage Warranty

While the account remains in Good Standing, Player Devices and the Hub are covered for defects in materials and workmanship and for breakage occurring during normal gameplay and normal use. Coverage includes (where applicable): screens, screen protectors, buttons, enclosures, strap/band components, batteries, charging interfaces, and internal electronics.

Not covered: loss or theft; damage resulting from misuse, abuse, deliberate damage, improper storage conditions, unauthorized repairs or modifications, use of non‑approved accessories, or any exclusion listed in §5.2.4.

Customer is responsible for replacement costs for lost or stolen units.

5.2.3 Coach Devices — Limited Warranty (Defects Only)

The Coach Device is covered for defects in materials and workmanship for ninety (90) days from delivery. This warranty applies only to manufacturing defects and does not cover any form of physical damage.

Breakage of any kind is not covered. This includes cracked or broken screens, liquid damage, spills, impact damage, drops, enclosure or frame deformation, bent housings, or any other physical harm. The Coach Device is not included in the breakage coverage applicable to Player Devices and the Hub.

Not covered: physical or cosmetic damage; misuse, negligence, spills, accidents, or environmental exposure; unauthorized repairs or modifications; damage from non‑PerfectCall accessories or chargers; loss or theft; and any exclusion in §5.2.4.

All warranty claims are subject to PerfectCall inspection. Customer is responsible for shipping, diagnostics, and any applicable deductibles.

5.2.4 Exclusions and Voiding Conditions (All Products)

Warranty coverage does not apply to damage or failure resulting from:

1. misuse, abuse, neglect, improper maintenance, or installation inconsistent with PerfectCall guidelines;
2. water or liquid exposure, condensation, extreme temperatures, or other environmental conditions;
3. electrical disturbances, natural disasters, or pest-related damage;
4. improper packaging or shipment when returning Products to PerfectCall;
5. cosmetic wear that does not affect functionality; or
6. unauthorized repairs, modifications, or servicing.

Claims falling within these exclusions are the Customer's responsibility. Customer must reimburse PerfectCall for the full retail value of any non-returned or irreparably damaged hardware.

5.2.5 Warranty Process; RMA; "No Fault Found"

If an issue cannot be resolved remotely, PerfectCall will issue RMA instructions. Upon timely return and inspection, PerfectCall may repair or replace the Product with a new, refurbished, or functionally equivalent item. Replacement models may vary.

Advance replacements are not typically provided; PerfectCall must receive and inspect the returned unit before processing any warranty action.

If PerfectCall determines the issue is not covered under Warranty (including exclusions in §5.2.4), the Product will be returned at Customer expense unless Customer authorizes and pays for an out‑of‑warranty repair or replacement.

A "No Fault Found" fee may be assessed when returned units exhibit no defect attributable to PerfectCall. If a replacement device was provided before such a determination, Customer may be charged the full retail value of the replacement.

5.2.6 Conditions; Disclaimer

This Warranty applies only during an active Subscription and only while the Customer remains in Good Standing. Warranty coverage immediately lapses upon expiration, termination, suspension, or non-renewal of the Subscription.

No repair or replacement provided under this Warranty shall extend, renew, or restart the original Warranty period or Subscription term. All replacement devices become the property of Customer, and all returned devices become the property of PerfectCall.

This Warranty is non-transferable and applies only to the original Customer. It does not extend to subsequent purchasers, transferees, or any third party.

Warranty coverage does not apply to damage resulting from the use of non-PerfectCall accessories, chargers, cables, mounting hardware, or power sources. PerfectCall is not responsible for loss, corruption, or recovery of Coaching Data or any other data stored on the Hardware.

Customer agrees to provide reasonable cooperation in support of any warranty evaluation, including diagnostic information, logs, and responses to PerfectCall inquiries. Products returned under Warranty must be shipped using PerfectCall-approved packaging and labels; damage resulting from inadequate packaging is excluded from coverage.

6. PAYMENT TERMS

6.1 General Payment Obligations

All fees, including one-time setup charges, Subscription fees, and any accessory purchases, are due and payable in full upon placement of an order unless otherwise specified in a written agreement executed by PerfectCall. Payments must be made in U.S. dollars by approved methods.

6.2 Late Payments and Interest

Any payment not received by its due date shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the date due until paid in full. Customer shall be liable for all costs incurred in collection, including reasonable attorneys' fees and court costs.

6.3 Declined or Failed Payments

In the event of a declined or failed payment, Customer agrees to pay a $350 administrative fee per occurrence to offset the administrative burden and processing costs. Repeated payment failures may result in suspension or cancellation of the Subscription.

6.4 Taxes and Duties

All amounts payable are exclusive of applicable taxes. Customer shall be responsible for all federal, state, local, and foreign taxes, levies, duties, and assessments of any nature (excluding taxes based on PerfectCall's income), including but not limited to sales, use, value-added, and withholding taxes.

6.5 Suspension for Non-Payment

PerfectCall reserves the right to suspend Customer's access to the System, including all associated Hardware, Software, and services, in the event of non-payment. Suspension does not relieve Customer of its obligation to pay all fees for the full Subscription term, and such access may remain suspended until all outstanding amounts are paid in full.

7. INTELLECTUAL PROPERTY

7.1 Ownership of System and Content

All rights, title, and interest in and to the System, including without limitation the Hardware, Software, Documentation, Enhancements, firmware, design files, and Aggregate Data, are and shall remain the sole and exclusive property of PerfectCall and its licensors. Nothing in this Agreement shall be construed to grant Customer any rights of ownership or title in the System or any component thereof.

Customer acknowledges that the Software and all related source code, object code, algorithms, methods, inventions, trade secrets, know-how, trademarks, and copyrights are proprietary to PerfectCall and are protected by applicable intellectual property and other laws. Customer shall not acquire any rights therein except as explicitly granted by this Agreement.

7.2 Ownership of Coaching Data

Customer retains all rights, title, and interest in and to the Coaching Data submitted or generated by the Customer and its End Users through use of the System. PerfectCall shall not claim ownership of Coaching Data. However, Customer grants PerfectCall a non-exclusive, worldwide, royalty-free, perpetual license to use, host, store, reproduce, analyze, and process Coaching Data for the following purposes:

• Delivering the functionality of the System to Customer and End Users;
• Improving the functionality, quality, and performance of the System;
• Generating non-personally identifiable Aggregate Data for research, analytics, or product development;
• Developing and offering new features, tools, and services;
• Creating shared or pooled datasets that may support advanced team analysis, benchmarking, or insights across multiple users or organizations.

7.3 Aggregate Data

PerfectCall may use and share Aggregate Data without restriction, provided that such data is sufficiently anonymized so as not to reasonably identify Customer, individual users, or specific teams without consent. PerfectCall retains all rights in and to any Aggregate Data it creates.

7.4 Feedback

If Customer or any End User provides suggestions, enhancement requests, recommendations, or other feedback regarding the System ("Feedback"), PerfectCall may use and incorporate such Feedback without compensation or attribution. Feedback is not considered Confidential Information of the Customer.

7.5 Infringement Protections

Customer agrees not to challenge or assist others in challenging PerfectCall's ownership or use of its intellectual property, and not to register or attempt to register any mark or other identifier that is confusingly similar to those of PerfectCall.

8. TERMINATION

8.1 Termination by PerfectCall

PerfectCall may terminate this Agreement immediately upon written notice if:

• Customer materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice;
• Customer ceases to operate in the ordinary course of business, becomes insolvent, or files for bankruptcy;
• There is unauthorized use of the System, or a violation of applicable law by Customer or its End Users.

8.2 Termination by Customer

Customer may terminate this Agreement upon thirty (30) days' written notice if PerfectCall materially breaches a material term and fails to cure such breach within that notice period.

8.3 Effect of Termination

Upon expiration or termination for any reason:

• All rights granted under this Agreement shall immediately terminate;
• Customer's access to the System and Software will be revoked;
• All unpaid fees and charges accrued through the effective date of termination become immediately due and payable;
• Customer must return all Hardware to PerfectCall within thirty (30) days in accordance with Section 4;
• Customer shall uninstall and cease all use of Software, and destroy or return any confidential materials belonging to PerfectCall.

Termination shall not relieve either party of obligations expressly stated to survive termination or expiration.

9. MARKETING AND PUBLICITY

Unless Customer notifies PerfectCall in writing of its desire to opt out, PerfectCall may:

• Include Customer's name and logo in customer lists and marketing materials, including PerfectCall's website and presentations;
• Reference Customer's use of the System in case studies, brochures, or other promotional content;
• Request testimonials from End Users, subject to Customer's prior written approval.

Any use of Customer's name, logo, or testimonial shall comply with any written brand or usage guidelines provided by Customer in advance. PerfectCall agrees to cease any specific use upon reasonable written request from Customer.

10. CONFIDENTIALITY

Customer agrees to maintain in strict confidence all non-public information disclosed by PerfectCall, including but not limited to technical data, trade secrets, pricing, software, firmware, product designs, network architecture, business plans, and other proprietary or sensitive information, whether oral, written, or electronic ("Confidential Information").

Customer shall use Confidential Information solely as necessary to fulfill its obligations under this Agreement and shall not disclose it to any third party without PerfectCall's prior written consent. Confidentiality obligations do not apply to information that:

• Was lawfully in Customer's possession prior to disclosure by PerfectCall;
• Is or becomes publicly available through no fault of Customer;
• Is lawfully obtained from a third party without restriction;
• Is independently developed by Customer without use of Confidential Information.

Upon termination or expiration of this Agreement, Customer shall return or destroy all Confidential Information at PerfectCall's request.

11. DISCLAIMERS AND LIMITATION OF LIABILITY

In no event shall PerfectCall be liable to Customer or any third party for:

• Interruption or failure of service or data transmission;
• Loss, deletion, corruption, or inaccuracy of Coaching Data;
• Indirect, special, incidental, punitive, exemplary, or consequential damages;
• Any damages resulting from unauthorized access, use, or alteration of the System.

PerfectCall's total cumulative liability for any and all claims arising from or relating to this Agreement shall not exceed the total amount paid by Customer under this Agreement in the twelve (12) months preceding the event giving rise to such claim.

12. INDEMNIFICATION

12.1 Customer Indemnification

Customer agrees to indemnify, defend, and hold harmless PerfectCall, its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to:

• Customer's or its End Users' use of the System in violation of this Agreement or applicable law;
• Customer's breach of any representation, warranty, or obligation under this Agreement;
• Any data, content, or materials submitted or used by Customer in the System, including Coaching Data.

12.2 PerfectCall Indemnification

PerfectCall shall defend Customer against any third-party claim that the System, when used by Customer as permitted hereunder, infringes a valid U.S. patent, copyright, or trade secret, and shall pay damages finally awarded or agreed to in settlement, provided that Customer:

• Promptly notifies PerfectCall in writing of the claim;
• Allows PerfectCall to control the defense and settlement of the claim;
• Provides assistance and cooperation as requested by PerfectCall.

PerfectCall shall have no obligation for claims arising from:

• Modification of the System by any party other than PerfectCall;
• Use of the System in combination with third-party products or services not provided by PerfectCall;
• Customer's breach of this Agreement.

If any part of the System is found to infringe or is likely to infringe, PerfectCall may, at its sole discretion:

• Modify the System to be non-infringing;
• Replace it with a functionally equivalent alternative;
• Obtain a license for continued use;
• Terminate this Agreement and issue a prorated refund for the unused portion of the Subscription.

This Section states each party's exclusive remedy and entire liability with respect to infringement claims.

13. GENERAL

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law provisions.

13.2 Jurisdiction and Venue

Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in California. Customer agrees to submit to the personal jurisdiction and venue of such courts.

13.3 Modifications

No waiver or modification of these Terms shall be valid unless in writing and agreed to by both parties. Any waiver of a breach or default shall not constitute a waiver of any other or subsequent breach or default.

13.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

13.5 Assignment

Customer may not assign or transfer Customer's rights or obligations under these Terms without PerfectCall's prior written consent. Any attempt to assign in violation of this section shall be null and void.

13.6 No Waiver

The failure of PerfectCall to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

13.7 Survival

The following provisions shall survive termination, expiration, cancellation, or non-renewal of this Agreement, regardless of the reason for termination and whether termination is disputed: Sections 2 (Title, License, and Ownership); 3.3 and 3.4 (Return Obligations and Remaining Fees); 4 (Refund and Return Policy); 5.2.4–5.2.6 (Warranty Exclusions, Process, and Disclaimers); 6 (Payment Terms) for any outstanding amounts; 7 (Intellectual Property); 8.3 (Effect of Termination); 9 (Marketing and Publicity) as to prior lawful uses; 10 (Confidentiality); 11 (Disclaimers and Limitation of Liability); 12 (Indemnification); 13 (General); and 15 (Educational Privacy Compliance).

All other obligations that by their nature should survive termination shall also survive.

Last updated: December 19, 2024